Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* JHL Capital Group LLC	2. Issuer Name and Ticker or Trading Symbol MP Materials Corp. / DE [ MP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) See Remarks
(Last) (First) (Middle) 900 N. MICHIGAN AVENUE, SUITE 2000,	3. Date of Earliest Transaction (MM/DD/YYYY) 12/21/2020
(Street) CHICAGO, IL 60611 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/21/2020		J⁽³⁾		734241 ⁽³⁾	A	⁽³⁾	11233040	I ⁽¹⁾⁽²⁾	Held by JHL Capital Group Holdings One LLC ⁽¹⁾⁽²⁾
Class A Common Stock	12/21/2020		J⁽³⁾		2182344 ⁽³⁾	A	⁽³⁾	33387338	I ⁽¹⁾⁽²⁾	Held by JHL Capital Group Holdings Two LLC ⁽¹⁾⁽²⁾
Class A Common Stock	12/21/2020		J⁽³⁾		153 ⁽³⁾	A	⁽³⁾	2361	D
Class A Common Stock	12/22/2020		J⁽⁴⁾		734241 ⁽⁴⁾	A	⁽⁴⁾	11967281	I ⁽¹⁾⁽²⁾	Held by JHL Capital Group Holdings One LLC ⁽¹⁾⁽²⁾
Class A Common Stock	12/22/2020		J⁽⁴⁾		2182344 ⁽⁴⁾	A	⁽⁴⁾	35569682	I ⁽¹⁾⁽²⁾	Held by JHL Capital Group Holdings Two LLC ⁽¹⁾⁽²⁾
Class A Common Stock	12/22/2020		J⁽⁴⁾		153 ⁽⁴⁾	A	⁽⁴⁾	2514	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
(1)	JHL Capital Group Master Fund L.P., a Cayman Islands limited partnership ("JHL Master Fund"), is the 100% owner of each of JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. JHL Capital Group Master Fund GP Ltd., a Cayman Islands exempted company ("JHL Master Fund GP"), is the general partner of JHL Master Fund. JHL Capital Group LLC, a Delaware limited liability company ("JHL Capital Group"), is the investment manager of JHL Master Fund, and is also the 100% owner of JHL Master Fund GP. JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own the shares held by JHL Capital Group LLC. James H. Litinsky holds a controlling interest in JHL Capital Group L.P. and serves as Chief Executive Officer of JHL Capital Group, as well as director of JHL Master Fund GP.
(2)	Accordingly, JHL Master Fund, JHL Master Fund GP, JHL Capital Group, JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own MP Materials Corp. (the "Issuer") Class A common stock ("Shares") to be held directly by JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. Mr. Litinsky disclaims any beneficial ownership in the Shares described in the prior sentence, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
(3)	Pursuant to an "earn-out" provision in the merger agreement pursuant to which the Issuer acquired MPMO Holding Company and SNR Holding Company, LLC by business combination on November 17, 2020, the Reporting Persons were granted the contingent right to receive the acquired shares. The merger agreement provided that the Reporting Persons would receive the acquired shares, for no additional consideration, if, at any time during the ten years following the Closing, the VWAP of the Shares is greater than or equal to $18.00 for any twenty trading days within any thirty-trading day period. The Issuer's Shares met the condition on December 21, 2020, as a result of which the Reporting Persons acquired the earn-out Shares.
(4)	Pursuant to an "earn-out" provision in the merger agreement pursuant to which the Issuer acquired MPMO Holding Company and SNR Holding Company, LLC by business combination on November 17, 2020, the Reporting Persons were granted the contingent right to receive the acquired shares. The merger agreement provided that the Reporting Persons would receive the acquired shares, for no additional consideration, if, at any time during the ten years following the Closing, the VWAP of the Shares is greater than or equal to $20.00 for any twenty trading days within any thirty-trading day period. The Issuer's Shares met the condition on December 22, 2020, as a result of which the Reporting Persons acquired the earn-out Shares.

Remarks:
Exhibit 99.1: Additional Signatures. Mr. Litinsky serves as a Chairman of the Board of Directors and Chief Executive Officer of the Issuer. Accordingly, each of the Reporting Persons may be deemed to be a "director by deputization", as such term is used for purposes of Section 16 of the Exchange Act, of the Issuer by virtue of its relationship with Mr. Litinsky.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JHL Capital Group LLC 900 N. MICHIGAN AVENUE, SUITE 2000 CHICAGO, IL 60611		X		See Remarks
JHL Capital Group Holdings One LLC 900 N. MICHIGAN AVENUE, SUITE 2000 CHICAGO, IL 60611				See Remarks
JHL Capital Group Holdings Two LLC 900 N. MICHIGAN AVENUE, SUITE 2000 CHICAGO, IL 60611		X		See Remarks
JHL Capital Group Master Fund L.P. UGLAND HOUSE, SOUTH CHURCH STREET, P.O. BOX 309 GRAND CAYMAN, E9 KY1-1104		X		See Remarks
JHL Capital Group Master Fund GP Ltd. UGLAND HOUSE, SOUTH CHURCH STREET, P.O. BOX 309 GRAND CAYMAN, E9 KY1-1104		X		See Remarks
JHL Capital Group L.P. 900 N. MICHIGAN AVENUE, SUITE 2000 CHICAGO, IL 60611		X		See Remarks